8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 2, 2020

DICK'S SPORTING GOODS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31463	16-1241537
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Court Street, Coraopolis, PA 15108

(Address of Principal Executive Offices)

(724) 273-3400

(Registrant's Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DKS	The New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

TABLE OF CONTENTS

ITEM 7.01. REGULATION FD DISCLOSURE	3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS	3
SIGNATURE	4

ITEM 7.01.     REGULATION FD DISCLOSURE

As previously announced on April 17, 2020, DICK’S Sporting Goods, Inc. (the “Company”) closed on the issuance and sale of its 3.25% Convertible Senior Notes due 2025 (the “Notes”) and the privately negotiated convertible note hedge transactions entered into in connection with the issuance of the Notes (the “Convertible Note Hedge Transactions”). At that time, the Company provided an illustrative table of the potential dilutive impact of the Notes and the Convertible Note Hedge Transactions at the initial conversion rate, assuming various hypothetical quarterly average market prices of the Company’s common stock. The initial conversion rate has since been adjusted pursuant to the terms of the Notes and Convertible Note Hedge Transactions to account for cash dividends made by the Company, and the Company has provided an updated illustration of the potential dilutive impact using the adjusted conversion rate that is attached hereto as Exhibit 99.1 and that may also be found on the Company’s website at https://investors.dicks.com/investor-relations.

Going forward, the Company will post any updates or changes to this illustration resulting from adjustments to the conversion rate solely on its website at https://investors.dicks.com/investor-relations promptly following any such adjustments.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, and information included on the Company’s website, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.

Exhibit No.	Description
99.1	Illustrative Table of Potential Dilutive Impact of Convertible Senior Notes due 2025 and Call Spread

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	DICK'S SPORTING GOODS, INC.
Date: October 2, 2020	By:	/s/ LEE J. BELITSKY
	Name:	Lee J. Belitsky
	Title:	Executive Vice President – Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Illustrative Table of Potential Dilutive Impact of Convertible Senior Notes due 2025 and Call Spread

EX-99.1

Exhibit 99.1

Illustrative Table of Potential Dilutive Impact of Convertible Senior Notes due 2025 and Call Spread

October 2, 2020

UNAUDITED

In Q1 2020, we issued $575 million aggregate principal amount of 3.25% convertible senior notes due 2025 (the “Notes”). The current conversion rate applicable to the Notes is 28.6375 shares of our common stock per $1,000 principal amount of Notes, which is equivalent to a conversion price of approximately $34.92 per share of our common stock. The conversion rate is subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. These Notes have a dilutive effect on GAAP earnings per diluted share (“EPS”) while the Notes are outstanding, but once converted or settled, we anticipate there will be no actual dilution as we entered into a bond hedge that is intended to offset the actual dilution related to these Notes. The bond hedge is not included in the calculation of GAAP EPS as it is anti-dilutive.

In Q1 2020, we also sold warrants for approximately 16.467 million shares of our common stock, which represents the number of shares of our common stock which may be issued upon conversion of the Notes in full (based on the current conversion rate of 28.6375 shares of our common stock per $1,000 principal amount of Notes). The warrants have a current strike price of approximately $51.73. These warrants could separately have a dilutive effect on GAAP EPS to the extent that the market price per share of our common stock exceeds the strike price and could cause actual dilution.

The following table illustrates the potential dilutive shares of our common stock that would be included in the calculation of our future reported GAAP EPS assuming various hypothetical quarterly average market prices of our common stock at the current conversion rate. The potential dilutive shares are calculated using the treasury stock method. As mentioned above, we expect total actual dilution at conversion or settlement to be reduced by the effect of our bond hedge.

The table above is for illustrative purposes and does not represent our forecast of future stock performance.

Forward-Looking Statements Involving Risks and Uncertainties

This document contains forward-looking statements regarding concerning the expectations, anticipations, intentions, beliefs or strategies of DICK’S Sporting Goods regarding the future, including the total potential dilutive shares that would be included in the calculation of GAAP EPS. Forward-looking statements represent the current expectations of DICK’S Sporting Goods regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements and there can be no assurance that future developments affecting DICK’S Sporting Goods will be those that it has anticipated. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of our common stock and risks relating to our business, including the anticipated impact to consumer demand and supply chain due to the spread of the coronavirus (COVID-19), risks that we undergo a corporate event that causes a “make-whole fundamental change” with respect to the Notes, and other risks described in periodic reports that DICK’S Sporting Goods files from time to time with the Securities and Exchange Commission (the “SEC”). For additional information on these and other factors that could affect the actual results of DICK’S Sporting Goods, see the risk factors set forth in DICK’S filings with the SEC, including the most recent Annual Report filed with the SEC on March 20, 2020 and the Current Report on Form 10-Q filed with the SEC on August 26, 2020. DICK’S Sporting Goods disclaims and does not undertake any obligation to update or revise any forward-looking statement in this document, except as required by applicable law or regulation. Forward-looking statements included in this document are made as of the date hereof.

XML

Cover Page Cover Page	Oct. 02, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 02, 2020
Entity Registrant Name	DICK'S SPORTING GOODS, INC.
Entity Incorporation, State	DE
Entity File Number	001-31463
Entity Tax Identification Number	16-1241537
Entity Address Line One	345 Court Street
Entity Address, City	Coraopolis
Entity Address, State	PA
Entity Address, Postal Zip Code	15108
City Area Code	724
Local Phone Number	273-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	DKS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001089063
Amendment Flag	false